Trustees butt heads over proposed rule change

In December, nine members of the Penn State board of trustees called a special meeting. Only one other member attended.

At Thursday’s governance and long-range planning committee meeting, proposals were made to keep that from happening again — not by encouraging attendance but by discouraging small groups of trustees from attempting to call a meeting.

Trustee Richard Dandrea, a business and industry representative to the board, put forth a proposal to change the rules. Instead of allowing a special meeting to be called by just seven members of the board, it would take a majority of the voting members.

Currently, that would be 16 of the 30 trustees, but the board has already voted on adding a faculty member, a student, three at-large trustees and the immediate past president of the alumni association to the roster, which would move the number to 19 of 36.

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“We don’t want to waste university resources,” Dandrea said. The December meeting proceeded in a hall at The Penn Stater, although no business could be conducted. Dandrea said the meeting unnecessarily tied up university staff and funds.

The alumni-elected trustees had called the meeting, and some were quick to call out the attempted rule change.

Dandrea said the board had already acted on the reason for the special meeting, a resolution from Lubrano to have the university switch sides in the lawsuit with state Senate Majority Leader Jake Corman and Treasurer Rob McCord over enforcement of the Endowment Act.

At the heart of that lawsuit is the consent decree by which the NCAA, Penn State’s co-defendant, levied historic sanctions in the wake of the Jerry Sandusky child sex abuse scandal. Documents released in November suggest the university may have been “bluffed” by the college sports organization into accepting the punishment.

The case had been slated for a Jan. 6 trial date, but the board declined to further address Lubrano’s motion in November, pushing it off until the January meeting, more than a week later. The trial date has since been changed to February, and Lubrano’s motion is on the agenda for Friday.

Dandrea blamed the failure of other board members to attend the meeting on the last-minute nature of the motion, saying it was only produced at 5 p.m. the afternoon before November meeting and could not be placed on the agenda. He said the majority had made their feelings known in tabling the motion and suggested that feeling would be reflected in the upcoming vote.

“If it was time-sensitive, there should have been advance notice,” he said.

That did not, however, address why it could not be taken up at the special meeting more than two weeks later.

For Lubrano and fellow alumni-elected trustee Barbara Doran, that also failed to address the issue of why other last-minute motions have become somewhat commonplace in board decisions.

A last-minute change to the governance vote in September passed through the same committee. That change faced another 11th-hour change at the November meeting, when the board declined requests from legislators to wait until January to put the changes into effect after Gov. Tom Corbett’s defeat.

But for Doran, it was more an issue of reaction.

“We are changing the bylaws for a one-time thing,” she said. “We need to leave a mechanism in place. ... This is not wise.”

Verizon Wireless CEO Daniel Mead is another business and industry representative to the board. He agreed with Doran.

There was no vote on the proposed change, but committee Chairman Keith Eckel said it would be on the agenda for a vote at the March meeting of the board in Hershey.